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38 results for “
"Automatic Conversion"
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EFTA00289929
Dataset 9
2011-04-25
6p
2,047w
…changing the domicile of the Corporation nor (B) the sale of shares of Preferred Stock of the Corporation in a transaction or series of related transactions effected primarily for equity financing purposes shall be deemed a Liquidation Event." Article IV Section 3(b) of the Amended and Restated Certificate of Incorporation of this corporation, which currently reads as follows: "(b)
Automatic Conversion
. Each share of Preferred Stock shall automatically be converted into fully paid and nonassessable shares of Common Stock…
https://www.justice.gov/epstein/files/DataSet%209/EFTA00289929.pdf
EFTA01377669
Dataset 10
2015-09-30
1p
774w
…2015, after giving effect to the reclassification of all outstanding shares of our common stock into an equivalent number of shares of our Class B common stock and the
automatic conversion
and reclassification of all outstanding shares of our convertible preferred stock into an aggregate of 140,552,507 shares of our Class B common stock (including those additional shares issuable upon conversion and reclassification of our Series E convertible preferred stock). Such conversion will occur immediately prior to the…
https://www.justice.gov/epstein/files/DataSet%2010/EFTA01377669.pdf
EFTA01377638
Dataset 10
2015-09-30
1p
659w
… • the
automatic conversion
and reclassification of all outstanding shares of our convertible preferred stock (other than shares of our Series E convertible preferred stock) into an aggregate of 125.552.520 shares of our Class B common stock, which will occur immediately prior to the completion of this offering; • the
automatic conversion
and reclassification of 9,700,289 outstanding shares of our Series E convertible preferred stock into an aggregate of 14,999,987 shares of our Class B common…
https://www.justice.gov/epstein/files/DataSet%2010/EFTA01377638.pdf
EFTA01783526
Dataset 10
2016-08-11
3p
888w
Subject:
Re:
From:
ehbarak
To:
Jeffrey E.
…«= href="
[email protected]
">
[email protected]
> wrote:=br> 505-938-2929 On Thursday= August 11, 2016 > wrote: The
automatic conversion
of the preferred share that was initially stated in the term sheet to occur upon a qualified IPO of no less than $50 MM in gross proceeds that nets $10MM of proceeds, now will not occur unless there is a qualified IPO of $80MM gross proceeds that nets $20MM of proceeds. 3.=The 6% liquidation preference per…
https://www.justice.gov/epstein/files/DataSet%2010/EFTA01783526.pdf
EFTA01366693
Dataset 10
2015-07-20
1p
589w
…or • cure any ambiguity. Mistake, defect or ineOnSititerity Voting rights The Class A units. Class B ins and Class B1 Lees we rot rove any acting rig is Exchange sights of members;
automatic conversion
Global WC WM issue Class A tints. which may only be issued to Global. as de sme managng nember. and Blass B undo *tied may Only be issued and held by our Sponsor or its contra erf adduces Acidtonaity, we we establish the Class BI in…
https://www.justice.gov/epstein/files/DataSet%2010/EFTA01366693.pdf
EFTA01377807
Dataset 10
2014-12-31
1p
755w
…etc.). Holders of a majority of outstanding shares of Series D convertible preferred stock have consented to the
automatic conversion
of all outstanding shares of Series 0 convertible preferred stock into common stock immediately prior to the completion of the Company's initial public offering. Series E convertible preferred stock will be automatically converted into common stock upon the earlier of (i) the vote or written consent of the holders of a majority of the then-outstanding shares of Series…
https://www.justice.gov/epstein/files/DataSet%2010/EFTA01377807.pdf
EFTA01377670
Dataset 10
2015-09-30
1p
782w
…reclassification of all outstanding shares of our common stock into an equivalent number of shares of our Class B common stock; (ii) the
automatic conversion
and reclassification of all outstanding shares of our convertible preferred stock into an aggregate of 140.552.507 shares of our Class B common stock (including those additional shares issuable upon conversion and reclassification of our Series E convertible preferred stock), which conversion and reclassification will occur immediately prior to the completion of this offering…
https://www.justice.gov/epstein/files/DataSet%2010/EFTA01377670.pdf
EFTA01377667
Dataset 10
2015-09-30
1p
616w
…giving effect to the reclassification of all outstanding shares of our common stock into an equivalent number of shares of our Class B common stock, the
automatic conversion
and reclassification of all outstanding shares of our convertible preferred stock into an aggregate of 140,552,507 shares of our Class B common stock (including those additional shares issuable upon conversion and reclassification of our Series E convertible preferred stock), and the effectiveness of our amended and restated certificate of incorporation…
https://www.justice.gov/epstein/files/DataSet%2010/EFTA01377667.pdf
EFTA01377762
Dataset 10
2015-10-31
1p
620w
…no shares of our Class A common stock and 299,483,292 shares of our Class B common stock outstanding as of October 31, 2015, which includes 142,492,565 shares of our Class B common stock resulting from the
automatic conversion
and reclassification of all outstanding shares of our convertible preferred stock into our Class B common stock immediately prior to the completion of this offering, as if such conversion and reclassification had occurred as of October 31, 2015…
https://www.justice.gov/epstein/files/DataSet%2010/EFTA01377762.pdf
EFTA02470378
Dataset 11
2016-02-18
13p
2,262w
Subject:
Re: Fw: Term Sheet and Loan Agreement
From:
jeffrey E. <
[email protected]
>
To:
Brad Wechsler
…the paperwork etc =n place. OK? 7. Liquidation pref: one time=. Consistent with seed preferred. Is this the deal?au> EFTA_R1_01581328 EFTA02470378 8.
Automatic conversion
into common=on a qualified public offering — it raises $20MM. pls confir= this is OK. 9. Monthly info - Keith =80 you asked for forecast vs actuals for downloads, usage and image upl=ads — their mark up suggests they will give you actual info only. Is this OK? 10. Materiality threshol=s for Series A preferred consents…
https://www.justice.gov/epstein/files/DataSet%2011/EFTA02470378.pdf
EFTA02703948
Dataset 11
2016-02-18
0p
2,077w
Subject:
Fw: Term Sheet and Loan Agreement
From:
Brad Wechsler
To:
Melanie Spinella; Jeffrey Epstein
…OK? 7. Liquidation pref: one times. Consistent with seed preferred. Is this the deal? 8.
Automatic conversion
into common on a qualified public offering — it raises $20MM. pis confirm this is OK. 9. Monthly info — Keith — you asked for forecast vs actuals for downloads, usage and image uploads — their mark up suggests they will give you actual info only. Is this OK? 10. Materiality thresholds for Series A preferred consents: $500K - do we have any idea of their current financial…
https://www.justice.gov/epstein/files/DataSet%2011/EFTA02703948.pdf
EFTA00822267
Dataset 9
2016-08-06
6p
2,007w
Subject:
Fwd: Privileged and Confidential
From:
"jeffrey E." <
[email protected]
>
To:
Jeffrey Epstein <
[email protected]
>
…is, 27.30% of outstanding after first $1,020,000 investment tranche and then 38.5% of outstanding after $680,000 investment tranche. 2. The
automatic conversion
of the preferred share that was initially stated in the term sheet to occur upon a qualified IPO of no less than $50 MM in gross proceeds that nets $10MM of proceeds, now will not occur unless there is a qualified IPO of $80MM gross proceeds that nets $20MM of proceeds. 3. The…
https://www.justice.gov/epstein/files/DataSet%209/EFTA00822267.pdf
EFTA00292514
Dataset 9
2017-04-27
6p
1,776w
…Redemption: The Preferred Stock will not be redeemable. Conversion: Each share of Preferred Stock shall initially be convertible into one share of Common Stock at any time at the holder's option.
Automatic Conversion
: Consistent with the Existing Preferred: Preferred Stock automatically converts into Common Stock upon the earlier of (i) the election of a majority of the outstanding shares of Preferred Stock or (ii) the consummation of an underwritten public offering with aggregate proceeds in excess of $30,000…
https://www.justice.gov/epstein/files/DataSet%209/EFTA00292514.pdf
EFTA00583228
Dataset 9
2016-02-18
6p
1,664w
…The conversion rate will initially be 1:1, subject to customary adjustments for stock splits, stock dividends, etc.
Automatic Conversion
: Each share of Series A Preferred will automatically convert into shares of Common Stock, at the then applicable conversion rate, upon (i) the closing of a firmly underwritten public offering of shares of common stock with aggregate net proceeds in excess of $[20] million, or (ii) the consent of the holders of at least a majority of the then…
https://www.justice.gov/epstein/files/DataSet%209/EFTA00583228.pdf
EFTA00583693
Dataset 9
2019-01-01
7p
4,195w
… Conversion of the Financing Amount; repayment. 3.1.
Automatic Conversion
upon a Qualified Financing. Upon consummation by the Company of a transaction or series of related transactions in which the Company issues equity securities of the Company in consideration for an aggregate amount equal to or greater than USS 3,500,000 (excluding the outstanding Aggregate Financing Amount) (a "Qualified Financing"), then the entire outstanding Aggregate Financing Amount shall be automatically converted (contingent upon the closing of the Qualified Financing…
https://www.justice.gov/epstein/files/DataSet%209/EFTA00583693.pdf
EFTA00822000
Dataset 9
2016-08-11
3p
1,033w
Subject:
Re:
From:
ehbarak
To:
"Jeffrey E." <
[email protected]
>
…is, 27.30% of outstanding after first $1,020,000 investment tranche and then 38.5% of outstanding after $680,000 investment tranche. 2. The
automatic conversion
of the preferred share that was initially stated in the term sheet to occur upon a qualified IPO of no less than $50 MM in gross proceeds that nets $I0MM of proceeds, now will not occur unless there is a qualified IPO of $80MM gross proceeds that nets $20MM of proceeds. 3. The…
https://www.justice.gov/epstein/files/DataSet%209/EFTA00822000.pdf
EFTA00610139
Dataset 9
2013-03-11
4p
1,002w
…the Series C Preferred, as the "Series Preferred." The voting threshold for protective provisions,
automatic conversion
and the like shall remain at a majority of the then outstanding Series Preferred. The consent of the holders of at least sixty-six percent (66%) of the then outstanding shares of Series C Preferred (voting as a separate class) shall be required for any amendments to the Company's certificate of incorporation or bylaws that adversely affect the power, preferences or rights of…
https://www.justice.gov/epstein/files/DataSet%209/EFTA00610139.pdf
EFTA00803322
Dataset 9
2018-03-01
7p
4,409w
… Conversion of the Financing Amount; repayment. 3.1.
Automatic Conversion
upon a Qualified Financing. Upon consummation by the Company of a transaction or series of related transactions in which the Company issues equity securities of the Company in consideration for an aggregate amount equal to or greater than USS 4,500,000 (excluding the outstanding Aggregate Financing Amount) (a "Qualified Financing"), then the entire outstanding Aggregate Financing Amount shall be automatically converted (contingent upon the closing of the Qualified Financing…
https://www.justice.gov/epstein/files/DataSet%209/EFTA00803322.pdf
EFTA00593159
Dataset 9
2012-12-21
9p
3,547w
…into Conversion: Each share of Series B Preferred Stock shall initially (subjec t to antidil ution adjustment as one share of Common Stock described below) at any time at the holder's option on Stock upon the
Automatic Conversion
: The Preferred Stock automatically converts into Comm Requis ite Majori ty or (ii) the earlier of (i) the election of the EFTA00593160 a price per share consummation of an underwritten public offering with price for the Series B Preferr ed Stock…
https://www.justice.gov/epstein/files/DataSet%209/EFTA00593159.pdf
EFTA00602529
Dataset 9
2012-12-21
9p
3,763w
…into Conversion: Each share of Series B Preferred Stock shall initially (subjec t to antidil ution adjustment as one share of Common Stock described below) at any time at the holder's option on Stock upon the
Automatic Conversion
: The Preferred Stock automatically converts into Comm Requis ite Majori ty or (ii) the earlier of (i) the election of the EFTA00602530 a price per share consummation of an underwritten public offering with price for the Series B Preferr ed Stock…
https://www.justice.gov/epstein/files/DataSet%209/EFTA00602529.pdf
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